If you decide to create a limited liability company (LLC) for your business, you’ll notice that one of your requirements is to have a registered agent.
But what are the powers of registered agents, and what do they do? The short answer is that they are individuals or businesses that accept legal and government notices, as well as any other important documents on behalf of your business.
What's the Difference Between a Registered Agent and a Managing Member?
A managing member is someone who owns at least part of the LLC and also helps run the business. In contrast, a registered agent is simply an organization or individual that can receive important documents during normal business hours (9am - 5pm). This means that the managing member of your LLC can usually be your LLC’s registered agent, although that may not always be the case depending on state law.
However, it’s not always practical or wise to have your LLC’s managing member as its registered agent. For one thing, your managing member may not always be available to receive service of process or other important correspondence during the typical workday.
Another potential drawback is that a managing member who is also a registered agent will likely use the LLC’s primary business address as the physical address for registered agent purposes. This means there’s the potential for potentially uncomfortable or awkward situations where a law enforcement officer or process server shows up at your business (and in front of clients and customers) to serve your business with legal papers.
Is the Registered Agent a Member of the LLC?
No, although they could be. A member of the LLC or other LLC employee is often qualified to serve as the LLC’s registered agent, as most states simply require the registered agent to be 18 years of age and older, have a physical address, and be available to receive correspondence and legal papers during normal business hours. But this doesn’t mean a registered agent will have the same powers as an LLC’s member, founder, or owner. Besides being available to receive special documents on behalf of the company, a registered agent generally has no other purpose.
Can a Registered Agent Sign Documents on Behalf of an LLC?
Yes and no. The registered agent can sign documents on behalf of the LLC, but only to the extent they directly relate to receiving documents, like mail or service of process. For example, if your LLC is being served by U.S. Certified Mail, return receipt requested, someone must physically sign a document (usually a green postcard) identifying who they are and that they received a certain piece of mail. A registered agent will need to sign this document to carry out his or her duties as a registered agent.
That being said, the registered agent can’t sign any other documents on behalf of the LLC, like contracts or other legal documents, such as business filings. Suppose your LLC’s registered agent must also have the power to sign documents on behalf of your LLC. In that case, you should consider assigning the appropriate employee, officer, or managing member to be your LLC’s registered agent.
Can a Registered Agent Sign for a Trademark?
No. According to the U.S. Patent and Trademark Office (USPTO), only the attorney representing your LLC in the trademark matter or an appropriate LLC member can sign documents relating to trademarks.
Can I Change Who My Registered Agent Is?
Absolutely. Many LLCs and other required business organizations will hire a registered agent service to act as their registered agents. You are, therefore, free to choose a different registered agent service or individual to act as your LLC’s registered agent whenever you choose. The exact process will depend on where your LLC is located, but will typically entail paying a small fee and completing a few forms for your state’s relevant agency.
Things might get a little bit more complicated in situations where the current registered agent is an employee or owner of the LLC, and the LLC has specific policies or rules in place regarding how to choose a different registered agent. For example, the LLC’s operating agreement contains instructions on how the company should be managed, which can include how changes can be made to the responsibilities and voting powers of its members. But in these situations, it’s the LLC’s operating agreement that’s placing restrictions on changing the registered agent, not state law.
Can a Registered Agent Open a Bank Account on Behalf of the LLC?
Probably not. Remember, all a registered agent can do is accept legal documents, mail, notices, and other important papers for the LLC. They do not have the authority to enter into contracts, legal agreements, or business deals on behalf of the LLC. In cases where registered agents exercise these abilities, they will act as the LLC’s managing member or another authorized individual, not the LLC’s registered agent.
Conclusion
Having a registered agent is an important part of your business if you’re an LLC. Despite this requirement, registered agents have very little power, as they’re only needed to accept service of process in a legal matter and other important papers on behalf of the LLC they represent.